Time Is A Brainiac's Best Friend
by The Shiax Artist
Summary: After Brainiac5 becomes human he finds that living with himself is a lot harder to do than he thought. When he a few other Legionnaires escape to the past, things go from bad to worse. Contains yaoi Shounen-ai between SxB5 This is a rewrite of my old one. Brainiac5's Time in the Past, now deleted.


_Okay, SO! I redid this story because I hated the way it was going before. I technically merged my old story with another one I was working on and I'm already liking it way better. I'm sorry this took so long, not only was I trying to work on my other story 'Serpent's Touch', but I've been at the coast with my parents so I didn't have any internet._

_Anyway!_  
_ This story turns into a yaoi, no smex so it's more just shounen-ai, between Superman and Brainiac5 later so you've been warned for that. I also curse a LOT and pick on the characters a lot as well. That's why this is rated T._

_What am I forgetting? OH! I do not own Legion of Superheroes or Young Justice, only the plot and random OC's are mine._

* * *

"I've decided to leave the Legion, Superman."

Those were the words that burned in Superman's head even as Brainiac5 continued to speak.

"At least until I can sort out all these new feelings. I was emotional as a robot, imagine me as a human."

The faint smile that crossed Brainy's lips made Superman smile as well, even though his heart was aching for his small friend. There was nothing more said between them as Brainy packed and Kell-el was sworn into the Legion. The moment both Supermen were gone Brainy approached Cosmic Boy. Waiting for the man to finish speaking to the others before stepping up. In all truth there were no real words said between them. Even with most of his friends there he had to get it over with and be done with it.

Brainiac5 simply held out his Legion belt and ring and dropped them into Cosmic Boy's hands before turning to leave. Ignoring the voices of panic and worry that followed him as he picked up his two bags at the door and walked out. After he left, Brainiac5 lived alone on a satellite in the middle of an astroid belt. He rarely ate and barely slept, but those were not his only problems. He found that he got extremely lonely and depressed on a regular basis. Most of it was because he would see something that would remind him of the Legion or Superman and his heart would sink.

There were multiple times where he would hold his time-bubble tech, which Saturn Girl had insisted he keep, and be seconds away from hitting the button and traveling back to see his friend. There were other times where he would hold the time-bubble with the intent of going back and ending his own life before he had been entirely corrupted by Brainiac. He would sit there glaring at the device for hours before putting it back in his safe and returning to work.

His health was dropping so quickly that he was actually starting to regret leaving the Legion. The only times he ever smiled were when he thought about how Saturn Girl would mother him and keep him in optimum health if he hadn't left. But. He knew better than to think of returning. He was still emotionally unstable and his health was so terrible that he could just hear the scolding the older heroes would give him.

One day, nearly two months after he had left he got a call. He had been working on a larger project when a few metal beams had slipped and fallen on top of him, that only made it worse when he heard his communicator start beeping and the screen lit up with Lightning Lad's face. Brainy cursed and tried to sit still, hoping Lightning Lad would go away if he didn't see him.

"Brainy? Hey man, you there?"

'Damn it.' Brainy sighed to himself, sticking a hand out of the scrap and waving it slightly so Lightning Lad would see him.

"I'm here Garth, one moment..." Brainy croaked, wincing at the roughness of his own voice. Lightning Lad waited patiently for Brainy to squirm his way out from underneath the scrap, pulling himself to his feet with the help of a table and moving to stand in the light of the screen. Brainiac5 instantly regretted it, the look of horror on Garth's face made him cringe.

"Holy shi-Brainy! What the hell happened to you?!"

Brainy rubbed the back of his neck and looked away, blushing instinctually when he heard Triplicate Girl's three selves asking what was wrong. He frowned when she appeared and instantly gasped.

"Geezus Brainy! You look like you haven't slept."

"Bathed."

"Or eaten since you left."

"I have too...just not recently..."

Brainy retreated further from the light of the screen when Lightning Lad frowned and started lecturing him.

"Damn it Brainy, if I had known how bad you were at taking care of yourself I would have-"

"I'm fine Lightning Lad." Brainy said, turning away and frowning more when he saw his reflection in a large hunk of plate metal. Trips was right. His hair was limp and matted, hanging just past his ears and he had black bags under his eyes. He was thin, dangerously so, and his face seemed sunken. His entire being was covered in burns, dust, and grease and his suit and lab-coat were a tattered mess. He had wrapped a black headband around his forehead to cover his mark and it was soiled and barely hanging on. He sighed and felt his head and stomach ache, he glanced back at the screen and gave them a saddened look.

"I...I guess you are right...I'm still not quite use to this body..."

"It's fine...we'll clean you up and feed you when you get here."

Brainiac5 raised a confused eyebrow.

"What?"

"The United Planets are requesting your presence...there's um...quite a lot of conversation going on about you..."

"I get it," Brainy said, sounding more harsh than he meant to. "I'll be there shortly."

With that he disconnected the com and went to shower and find something clean to change into. It took him a while but he found a clean Lab-coat to cover his grease stained suit and tried to brush his hair but found it a nearly impossible task. He replaced his tattered headband with a new one and hunted down his newest invention. He had been working for a few weeks on it and hadn't tested it yet, now was an opportune moment.

The device looked very similar to the Warp Key Kell-el had use, but it was silver with a few blue buttons. He impute the coordinates and mentally crossed his fingers. He pressed the button and felt the world around him shift and distort for a few seconds. It snapped back into place with such force that his stomach lurched and he stumbled, covering his mouth to keep from throwing up.

"Brainy!"

Brainiac5 turned to face the voice and was practically tackled with a hug from Phantom Girl.

"Easy!" Brainy gasped, just barely able to keep himself from falling over. Phantom Girl pulled away and started spouting out words of relief and worry so fast that it was just a jumbled, headache causing, mess.

"Ph-Phantom Girl, please quiet down, my head hurts enough already." Brainy said, a slightly begging tone ebbing at the back of his strained and cracked voice. She released him and muttered a small apology, stepping back when Saturn Girl and Lightning Lad stepped up.

"Oh yeah, you don't look worse for wear or anything." Saturn Girl said, an almost angry tone to her voice as she crossed her arms. Her glare vanished just as quickly as it came when she and the others saw Brainy's shoulders hunch slightly and his head lowered in shame. She sighed and gave him a small hug, whispering that she was glad that he was okay at least. When she was done Lightning Lad placed a hand on his shoulder and led him towards the cafeteria.

"There's still some time before the council wants to see you, so we're gonna get you some food first." He said, noticing Brainiac5's questioning look. They stepped inside and Brainy felt like running the other way. Nearly everyone was there, eating their lunches as they talked about missions and their day to day lives. Nearly all the conversations stopped when people started to spot Brainiac5 in the doorway. Brainy jumped when smiles started to appear on nearly every face he saw, pleasant greetings and gleeful waving sprouting up from every single table. There were only a few glares and people getting up to leave, but the rest seemed delighted to see him.

"I think they missed you." Phantom Girl giggled, helping push the stunned Brainiac into the room to the table where Bouncing Boy and Timberwolf were. Brainy sat down in stunned silence, blinking when Chameleon Boy set down a sandwich in front of him and patted his shoulder in a friendly fashion. Brainiac5 was at such a loss that he ate quietly and just stared at his plate in utter confusion. When he was finished Timberwolf handed him a new suit and gave him a small smile before moving out of the way of Triplicate Girl. Brainy was even more confused when she grabbed his arm and dragged him into one of the empty rooms. She used her three selves to force him to change then cut his hair back into its old style. She let him keep his headband but forced him to remove his coat and change his boots.

When he was all cleaned up she led him back out of the room and pulled him towards the hanger. She left him with Lightning Lad, Cosmic Boy, and Timberwolf. Lightning Lad caught Brainy's nervous look and touched his shoulder.

"Are you okay Brainy?" Lightning Lad asked. He was surprised when the younger boy brushed his hand away and shook his head.

"I...I don't know. Let's just get this over with..."

Cosmic Boy nodded and turned to walk to the cruiser. He was stopped when Brainy spoke up.

"I...I have a faster way to get there."

The three Legionnaires stopped and waited, watching Brainy pull out his small teleportation device and put in the correct coordinates. When the others were close enough he pressed the button and all four of them vanished. When reality snapped back into place Timberwolf and Cosmic Boy looked dizzy, while Lightning Lad looked positively ill.

"Well that was-ulp-fun..." Lightning Lad said, trying not to hurl. Brainy almost smiled, but the reminder of why he was here halted any such notion. He sighed and turned to face the doors that led to the United Planets' council chamber. He stepped past the three older teens and up to the large double doors, frowning when they slid open for him. The loud noise that escaped the room within was disorienting, hundreds of voices all yelling and arguing with one another. Brainiac5 steeled himself and walked inside, the three Legionnaires following behind him. Upon seeing him the noise in the room seemed to slowly die out. Brainiac5 spotted Phantom Girl's mother and watched her stand with a sad look in her eyes.

"Brainiac5," She started, her melancholy tone was almost undetectable. "I assume you already know why you're here?"

"I do, Madam President." Brainy said in a more monotone voice. "Can we please just get this over with?"

The Legionnaires seemed almost as surprised by his reaction as the President was.

"V-Very well," She said, pressing a button on her dashboard. A large holo-screen appeared, donning the face of the Coluan Queen.

"Brainiac5." She said, her ever-glaring eyes making Brainiac5 swallow.

"M-Magister."

"As a part of the Coluan race you were given liberties and when you crossed them to save Candor you gave up your place in the Hive Mind. As such the Hive Mind has ruled that you will be hereby banished from ever setting foot on Colu or conversing with any part of the Hive Mind. Do you understand Brainiac5?"

Brainy was quiet for a moment, his friends could practically hear his heart shattering at his feet.

"I do."

"Then you are hereby banished from Colu and the Coluan race, indefinitely."

The screen then went dark and they watched Brainy let out a long sigh and look up at the President with melancholy eyes..

"Is that all?"

Lightning Lad and Timberwolf exchanged glances and watched the President frown again.

"I'm afraid not." She said, fiddling with her thumbs. "There is still the case of where you will stay-"

"Send him to Takron-Galtos!" Someone in the crowd shouted.

"What? No! He's just a boy! He did nothing wrong!" Someone else yelled back. This seemed to ignite the previous arguing that had ensued before. As the yelling increased Brainy pinched the bridge of his nose as his headache escalated. There was a single argument that seemed to catch a lot of people attention.

"Make the Legion watch over him! He was a Legionnaire before, make him stay with them!"

After a few more moments the President stood and her voice took over the room.

"ENOUGH!"

She glared down at everyone as the room went silent. When the room was completely quiet she looked down at Brainy and her gaze softened.

"While I know you may be...opposed...to this, Brainiac5, I must agree that leaving you in Legion care would be the wisest course of action."

Everyone could watch as Brainiac5 tensed and a deep frown formed on his face.

"You can't be serious." He said, sounding very close to loosing his cool. Even though he had heard it with his own two ears, he still didn't want to believe it. "I left the Legion for the very reason that they're the ones I hurt the most and now you want to force me to stay?!" He threw his arms up as he spoke, his voice starting to escalate. "I know what I did and I'm human now! What the sprock could I possibly do to any of you anymore?!" He took a step forward and motioned a hand at Lightning Lad and the others. "I can't stay around them, I've already found a place on the very far end of the galaxy where none of you will ever have to hear from me again. I've been there for nearly two months now-"

He seemed to deflate when the President spoke again.

"Brainiac5, I understand you're angry, but...after what transpired, even I can't sway this court..."

She sat down and crossed her hands in her lap.

"As the President of the United Planets I would like to call to action a vote. Do we rule to allow Brainiac5 to leave the Legion indefinitely and stay at the far end of the galaxy to remain on his own or force him to remain within Legion custody for the duration until the United Planets see fit to release him?"

There was silence around the room as the ambassadors and leaders of the United Planets mulled over the decision. After a moment people started to cast their votes and by the end Brainy looked like he wanted to scream. When it was all said and done the President stood and hesitated as she read the verdict.

"Brainiac5...as ordered by the Federation of United Planets, you shall be placed under Legionnaire watch until we deem otherwise...I'm sorry."

Brainiac5 clenched his fists and growled out a 'fine' before turning and storming out of the room. Cosmic Boy and Timberwolf chased after him while Lightning Lad took a second to glare at the people in the room.

"Nice job, you guys just forced a sixteen year old, just banished from his home, to stay in the very last place he wanted to be."

Everyone was silent as the young man walked out. Lightning Lad spotted Brainy slumped against the far wall with his arms wrapped around his knees and Timberwolf and Cosmic Boy at his side. Lightning Lad walked over and kneeled down next to Brainy, smiling softly at him when he met his gaze.

Brainy's eyes were brimming with tears but his expression was angry and a deep frown was set on his face. Lightning Lad glanced at Timberwolf before looking back at Brainy and lifting his arms, his hands turned slightly outward. The three older boys were surprised when Brainy accepted the offer and practically tackled Garth in a tight hug. Brainy buried his face into Lightning Lad's chest and cried silently as Garth wrapped his arms around Brainy's shoulders.

"Don't worry Brainy, no matter what, you'll always be my quirky, Coluan, little brother."

This brought a small chuckle from the smaller boy and he looked up at Garth with a sad smile.

"Thank you, Garth."

* * *

To say Brainiac5 was an emotional roller-coaster would have been a gross understatement. One moment Brainy would be calm, quiet, and collected, the next he was running off to his room upset in some way. He never yelled or cried in front of anyone, but they could still hear him when he was in his room. He always worked alone and would avoid everyone when he was busy, even going the extra mile to hide from the others when he was having a bad day.

Saturn Girl and Lightning Lad became the ones to make sure he took care of himself. Make sure he ate, drank, bathed, and changed his clothing every so often. Their biggest job was making sure he got proper treatment when he was hurt. They learned early on that he deemed injuries unimportant and would continue his work if able.

Even when his lab exploded and he took a shard of metal to the shoulder he merely pulled it free and continued his work. Or tried to. Lightning Lad ended up dragging him to the medical bay for stitches. There were never any protests when the others asked or forced him to do something, he would simply obey whatever he had to and return to his room shortly after. The only time there was ever a problem with any of the other Legionnaires was when Brainy overheard Nemesis Kid talking to some of the others.

"He's nothing but a threat to the Legion and to everyone around him. He's an emotional roller-coaster and his mental state is anything but stable. With his level of intelligence he's more a threat than any one villain out there and we're letting him LIVE here. Right where he could do the most damage..."

Brainiac5 refused to listen to the rest and ran back to his room a crying mess, running past Triplicate Girl who quickly gave chase. She knocked on his door for nearly forty minutes before Timberwolf showed up and forced open the door. They found their small friend sitting in the corner in the dark, trying his best to be silent as he cried. When they asked him what was wrong he just buried his head in his knees and yelled at them.

"Every thing's wrong with me! Nemesis Kid is right, I'm just a danger to the Legion! I should be locked up on Takron-Galtos-"

He was cut off when all three Triplicates hugged him and told him that Nemesis Kid was just an ass-hole and that he should never listen to what he says. While Trips took care of Brainy, Timberwolf hunted down Nemesis and punched him as hard as he could in the face, knocking him out right in front of Cosmic Boy.

"Timberwolf!? What the hell-?!"

"When he wakes up, ask him what he said about Brainy." Timberwolf growled before storming off.

After that nothing bad happened for nearly a year, leaving everyone in a state of security. The rest of the Legion had been away on a mission to help stop several riots on a planet a few million miles away. Only Brainiac5 and Bouncing Boy were at Headquarters when the Fatal Five attacked. Bouncing Boy had been lucky enough that he was able to escape Validus and get to the weapons room.

Brainy hadn't been as lucky. He had been caught off guard by Empress and was blasted through so many walls and floors that he eventually just couldn't get back up. The last thing Brainy saw before loosing consciousness was Persuader's axe heading for him. When he woke up six days later he woke up with such a start that he woke up Lightning Lad who was sleeping in the chair next to his bed. Lightning Lad told him how they had blasted Persuader just as his axe dropped and that Phantom Girl had phased him out of the way just in time.

Even though he wasn't a Legionnaire anymore, Saturn Girl used this to beg him to take his ring back so he would have some form of protection. Brainy reluctantly agreed and that sparked his desire to improve his flight ring. He added so many new features that he even kept his belt on, both of them built to work together in many different ways. He worked together with Shrinking Violet more and more and she eventually convinced him to train with her.

It was simply by chance that Lightning Lad, Cosmic Boy, Timberwolf, Bouncing Boy, and Chameleon Boy walked in on Brainy and Vi training in the sim room. They watched in awe from the doorway as Brainiac5 fought with his old energy. He was in a dark purple power-suit that covered his body from head to toe. They watched as he smashed Destructo-bots left and right and used his shield to keep Vi safe whenever she needed it. When the simulation was over Vi and Brainy landed and for the first time in ages they heard Brainy laugh, his helmet pulling back to show his tired, overjoyed smile.

They all watched in silent pride as over the course of several months his body developed lean muscle and he ate with them more often to keep up his energy. At the request of Cosmic Boy he even joined them on a few missions. Before any of them knew what had happened Brainiac5 had reintegrated into their daily lives like he had never left. His dedication to the Legion had increased nearly ten-fold. He was still a bit more emotional than most of them, but when he smiled or laughed no one could keep from joining him.

He had also grown by quite a bit, standing at the same hight as Lightning Lad. He had also grown his hair out just enough that his bangs arched slightly over his forehead. While there were still minor issues with some of the Legionnaires and other people, Brainiac5 was still highly regarded for the help he gave to anyone in need. Nearly three more years passed and Brainy seemed just like his old self, if a bit more like an actual member of the Legion. He and Bouncing Boy even watched a few scary movies together and laughed every time they jumped or Bouncing Boy screamed. Timberwolf taught him how to bake and Triplicate Girl stole him to go shopping every now and then. The only thing they couldn't get him to do was remove the headband that covered his mark.

This made it all even worse when that day came. The Legion had been called in to take care of a massive wormhole that was forming near Durla, Chameleon Boy's home planet. Brainy had come along to guide the others through using his tech to close the wormhole. Lightning Lad, Saturn Girl, Phantom Girl, and Timberwolf were all outside the ship manning the plasmatic canons while Brainiac5 kept the ship from slipping into the wormhole. As he instructed them on where to aim the cannons to reverse the flow of the wormhole and close it, the hatch light started to blink.

"Why's the back hatch open?" Brainy mumbled.

"What was that Brainy?" Lightning Lad called through the com. Brainy started to say something when the blinking stopped and returned to normal.

"N-Nothing, how far done are you?"

"Almost there, it's only two meters across now."

"Good, Timberwolf and Saturn Girl, power down your canons."

"Got it." They called in unison.

"Now Phantom Girl." He said, watching through the screens as the swirling vortex shrunk more and more. When it was only a foot across he had Lightning Lad shut down his canon as well.

"You all can come back in now, the wormhole is small enough that it will pull itself closed."

"Alright, we'll be in in a minute Brainy."

"Brainy, what a degrading nickname."

Brainy spun around to face the new voice and felt his heart leap into his throat, his body refusing to move as he stared at the intruder.

"You're a lot harder to get alone than I think you realize, Five."

Brainy stepped back and bumped into the control panel. His mind was overwhelmed with a fear he hadn't felt in a very long time.

"Hey Brainy, wanna watch a movie with us when we get back to HQ?" Phantom Girl asked as the intruder stalked closer. Brainiac5's mind was a blank, staring up at this abomination had taken all rational thought from him.

"Brainy? You okay?"

"I-I-Int-tru..." He stammered, his legs growing weak.

"Brainy? What's wrong? Are you-the door's locked!" Phantom Girl yelled. "Lightning Lad! Something's wrong!"

There was no time wasted as Lightning Lad blew the door in and all of them ran inside, headed for the control room. When they reached the door they again found it locked and Lightning Lad blasted this one open as well. They gasped at what they saw. A tall metal man standing with his back to them and he held Brainy up by his throat, choking him as black energy coursed through his body.

"LET HIM GO!" Lightning Lad yelled, his eye and scar lighting up with his arm. Brainy cracked open an eye and the metal man turned his head. They gasped when they saw the Brainiac symbol on his forehead. The black energy stopped, but he held the weak Legionnaire in the air.

"As I said, getting you alone was hard enough, taking you out is even more difficult."

With the Brainiac's head turned Brainy took the chance and swung his leg up to knee him in the face. Brainy's eyes widened when his leg was caught and there was a horrendous crunch.

"Brainy!" The group yelled when he let out a scream of pain, the Brainiac dropped him to the floor and stomped on his chest, another crunch and scream left their friend. Lightning Lad gave an angry cry and fired his arm-cannon, gritting his teeth when the Brainiac simply batted it away like an insect.

"Please, you think you can defeat me with such simplicities? Pathetic."

Timberwolf let out a growl and charged the Brainiac, being blasted back by the same black energy that the Brainiac had used on Brainy.

"I suggest you stay down 'wolf', I do not wish any of you any harm at the moment. I am simply here to be rid of my other." The Brainiac said, stomping down on Brainy's chest and shocking him again. Brainy screamed and gripped Brainiac's leg.

"Stop it!" Saturn Girl yelled, blasting Brainiac in the side with her mental energy and making him stagger slightly and step off of Brainy.

"Impressive, I had forgotten about you. Saturn Girl was it?"

"Yes and just who the hell are you?!"

"Oh, I have not introduced my self. I am Brainiac 6.0." He said, standing to face them with his hands folded casually behind his back like there wasn't an unconscious and bleeding Brainiac5 at his feet. Timberwolf stalked around to his right while Lightning Lad moved to his left. Saturn Girl stood in front of him with a glare.

"You can't seriously believe the three of you can defeat me?" Brainiac6 said, scoffing slightly.

"No," Saturn Girl growled. "but the four of us can."

Brainiac6 raised an eyebrow and looked down, Phantom Girl phasing up out of the ground and punching him in the face. Saturn Girl blasted him back as Timberwolf leapt at him and tore off his right arm. Lightning Lad then used his canon at full power and blasted the Brainiac into the opposite wall. They all moved to stand around their unconscious teammate, Phantom Girl kneeling down to check on her friend.

"Is that the best you can do?"

They all tensed when Brainiac6 lifted himself up out of the indent in the wall and rolled his shoulders, his arm re-growing and his body repairing itself to look like he had never been hit. Raising a hand Brainiac unleashed a blast of energy that forced the three standing heroes back into the wall, leaving Phantom Girl sitting with Brainy in her arms. She glared and wrapped her arms around him as Brainiac stepped closer.

"Give up girl, I only want him."

"Go fly into a sun you overgrown toaster!" She yelled, sticking her tongue out at him. He glared and lifted a hand, sending out a blast of energy that Phantom Girl just phased herself and Brainy through. She stuck out her tongue again and pulled Brainy closer.

"You can't hurt what you can't hit."

"On the contrary." Brainiac6 said, his palm glowing white. "I can hit you."

He let forth another blast and she was forced away from Brainy, who was starting to stir. Brainy's eyes cracked open and he flinched when Brainiac leaned down and lifted him up by his arm.

"Now, where was I?"

Brainy screamed when black energy started coursing through his body, burning his arm so badly that was turning black, the rest of his body beginning to smoke. Lightning Lad groaned and pushed himself up, connecting with Saturn Girl via telepathy.

'Imra, we need to get Brainy away from this guy...'

'What do we do?'

'The time-bubble...get Brin and Tinya up, I'll grab Brainy and we'll get him out of here.'

'Got it.'

Lightning Lad set his canon to overcharge and jumped up, placing it against Brainiac6's hip and blasting him away. Brainy dropped into Garth's arms and the others moved weakly to gather around them as Brainiac got back up.

"Later Brainiac."

"There is no where you can take him that I will not find him, boy."

"Wanna bet?" Lightning Lad growled as he pressed the button on Brainy's belt, the time bubble encasing them and whisking them away.

"Where are we going?" Phantom Girl asked as she settled against Timberwolf and the wall. Lightning Lad sat down and moved Brainy's head into his lap as Saturn Girl leaned against his shoulder.

"The safest place in existence."

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**Well, hope you liked chapter one, yes I know I pick on Brainy a lot, but I love him.  
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**Please leave comments, questions, and reviews to tell me what you thought, how I can improve, and what you'd like to see in later chapters.**


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